As filed with the U.S. Securities and Exchange Commission on July 19, 2017
1933 Act File No. 333-207678 1940 Act File No. 811-23109
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
NorthStar Real Estate Capital Income Fund
(Exact name of Registrant as Specified in Charter)
c/o Colony NorthStar Inc. 399 Park Avenue, 18th Floor
New York, New York 10022
(Registrant’s Telephone Number, including Area Code): (212) 547-2600 Daniel R. Gilbert
NorthStar Real Estate Capital Income Fund c/o Colony NorthStar Inc. Chief Executive Officer and President
399 Park Avenue, 18th Floor New York, New York 10022
(212) 547-2600
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Approximate Date of Proposed Public Offering:
From time to time after the effective date of this Registration Statement.
Section 1: POS EX (POS EX)
x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
¨ Pre-Effective Amendment No.
x Post-Effective Amendment No. 7
x REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
If this form is a post-effective amendment filed pursuant Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 厖 Registration No. 333-207678
EXPLANATORY NOTE
This Post-Effective Amendment No. 7 to the Registration Statement on Form N-2 (File No. 333-207678) of NorthStar Real Estate Capital Income Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 7 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 7 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 7 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C — OTHER INFORMATION
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements:
NorthStar Real Estate Capital Income Fund
Report of Independent Registered Public Accounting Firm1 Statement of Assets and Liabilities as of December 31, 20161
Statement of Operations for the period from May 6, 2016 (commencement of operations) through December 31, 20161 Statement of Changes in Net Assets for the period from May 6, 2016 (commencement of operations) through December 31, 20161
Notes to Financial Statements1
NorthStar Real Estate Capital Income Master Fund Report of Independent Registered Public Accounting Firm1 Schedule of Investment as of December 31, 20161
Statement of Assets and Liabilities as of December 31, 20161
Statement of Operations for the period from May 6, 2016 (commencement of operations) through December 31, 20161 Statement of Changes in Net Assets for the period from May 6, 2016 (commencement of operations) through December 31, 20161
Statement of Cash Flows for the period from May 6, 2016 (commencement of operations) through December 31, 20161 Notes to Financial Statements1
(2) Exhibits:
(a) Third Amended and Restated Declaration of Trust2
(b) Bylaws2
(c) Not applicable.
(d) Form of Investor Subscription Agreement3 (e) Distribution Reinvestment Plan7
(f) Not applicable.
(g)(1) Form of Amended and Restated Trust Advisory Agreement between the Trust and the Advisor7
(g)(2) Form of Amended and Restated Master Fund Advisory Agreement between the Master Fund and the Advisor7
ITEM 26. MARKETING ARRANGEMENTS
The information contained under the heading "Plan of Distribution" in this Registration Statement is incorporated herein by reference.
ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in connection with the offering described in this registration statement:
(g)(3) Form of Amended and Restated Investment Advisory Agreement between the REIT Subsidiary and the Advisor7 (g)(4) Form of Administration, Bookkeeping and Pricing Services Agreement3
(h)(1) Form of Distribution Agreement3
(h)(2) Form of Wholesale Marketing Agreement3 (h)(3) Form of Broker Dealer Selling Agreement3 (j) Form of Custodian Agreement2
(k)(1) Form of Distribution Support Agreement4
(k)(2) Form of Agreement to Limit Reimbursements to Advisor2 (k)(3) Form of Transfer Agency Agreement2
(k)(4) Form of Expense Support and Conditional Reimbursement Agreement* (l) Opinion of Morris, Nichols, Arsht & Tunnell LLP2
(n)(1) Consent of Clifford Chance US LLP2
(n)(2) Consent of Independent Registered Public Accounting Firm6 (p) Form of Seed Capital Investment Agreement2
(r)(1) Joint Code of Ethics of the Trust and Advisor7 (r)(2) Code of Ethics of the Distributor*
Other Exhibits
(1) Power of Attorney for Daniel J. Altobello2 (2) Power of Attorney for Dianne P. Hurley2 (3) Power of Attorney for Gregory A. Samay2
1 The audited financial statements and related reports of Pricewaterhouse Coopers LLP, independent registered public accounting firm, for the Trust and the Master Fund in the Trust's annual report are hereby incorporated by reference to the Registrant's Form N-CSR, no. 811-23109, filed with the SEC on March 1, 2017.
2 Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-207678, on April 18, 2016 and incorporated herein by reference.
3 Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-207678, on December 19, 2016 and incorporated herein by reference.
4 Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-207678, on February 21, 2017 and incorporated herein by reference.
5 Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-207678, on March 21, 2017 and incorporated herein by reference.
6 Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-207678, on March 27, 2017 and incorporated herein by reference.
7 Previously filed with the SEC as an exhibit to the Registrant's Registration Statement on Form N-2, no. 333-207678, on June 1, 2017 and incorporated herein by reference.
* Filed herewith.
The amounts set forth above, except for the SEC and FINRA fees, are in each case estimated.
ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
See "Management of the Trust and Master Fund," "Conflicts of Interest" and "Management of the Trust and Master Fund—Control Persons and Principal Holders of Securities" in the prospectus contained herein.
ITEM 29. NUMBER OF HOLDERS OF SECURITIES
The following table sets forth the number of record holders of the Registrant's shares as of July 19, 2017.
ITEM 30. INDEMNIFICATION
The information contained under the headings "Description of Securities—Limitation on Liability of Trustees and Officers; Indemnification and Advance of Expenses," "Management of the Trust and the Master Fund—Compensation of Executive Officers" and "Plan of Distribution— Compensation of the Distributor and Selected Broker Dealers" is incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the provisions described above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the
SEC registration fees $ 302,100
FINRA filing fee $ 225,500
Accounting fees and expenses $ 3,000,000
Legal fees and expenses $ 6,000,000
Sales and advertising expenses $ 5,600,000
State notice filings $ 190,000
Printing expenses $ 5,700,000
Other - Transfer agent fees and administrative expenses $ 6,000,000
Miscellaneous fees and expenses $ 2,982,400
Total $ 30,000,000
Title of Class
Number of Record Holders
Class A Common Shares, $0.001 par value 3
Class D Common Shares, $0.001 par value –
Class I Common Shares, $0.001 par value 1
Registrant of expenses incurred or paid by a trustee, officer or controlling person in the successful defense of an action suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is again public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The Registrant carries liability insurance for the benefit of its trustees and officers (other than with respect to claims resulting from the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office) on a claims-made basis.
The Registrant has agreed to indemnify the underwriters against specified liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
A description of any other business, profession, vocation, or employment of a substantial nature in which the Advisor and each manager or executive officer of the Advisor, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in the sections entitled "Management of the Trust and the Master Fund" and "Portfolio Management" in the prospectus. Additional information regarding the Advisor and its officers and managers is set forth in its Form ADV, as filed with the SEC (SEC File No. 801-107220), and is incorporated herein by reference.
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules thereunder are maintained at the offices of:
ITEM 33. MANAGEMENT SERVICES
Not applicable.
(1) the Registrant, NorthStar Real Estate Capital Income Fund, c/o Colony NorthStar, Inc., 399 Park Avenue, 18th Floor, New York, New York 10022;
(2) the Trust's transfer agent, DST Systems, Inc., 430 West 7th Street, Kansas City, MO 64105-1407; (3) the Master Fund's transfer agent, DST Systems, Inc., 430 West 7th Street, Kansas City, MO 64105-1407; (4) the Custodian, MUFG Union Bank, N.A., 350 California Street, Suite 2018, San Francisco, CA 94104;
(5) the Advisor, CNI RECF Advisors, LLC, c/o Colony NorthStar, Inc., 515 S. Flower Street, 44th Floor, Los Angeles, CA 90071; (7) the Administrator, ALPS Fund Services, Inc., 1290 Broadway, Suite 1100, Denver, CO 80203; and
(8) the Distributor, ALPS Distributors, Inc., 1290 Broadway, Suite 1100, CO 80203.
ITEM 34. UNDERTAKINGS
(1) Not applicable. (2) Not applicable. (3) Not applicable.
(4) The Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (1) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(2) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(3) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(b) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(d) that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and
(e) that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities, the undersigned Registrant undertakes that in an offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act;
(2) the portion of any advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. (5) The Registrant hereby undertakes that:
(a) for the purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 497 (h) under the Securities Act of 1933 shall be deemed to be part of the registration statement as of the time it was declared effective; and (b) for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) The Registrant hereby undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Statement of Additional Information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 19th day of July, 2017.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
NorthStar Real Estate Capital Income Fund
By: /s/ Daniel R. Gilbert Name: Daniel R. Gilbert
Title: Chief Executive Officer and President
Signature Title Date
/s/ Daniel R. Gilbert Chairman of the Board of Trustees, Chief July 19, 2017
Daniel R. Gilbert Executive Officer and President
/s/ Brett S. Klein Trustee and Chief Operating Officer July 19, 2017
Brett S. Klein
/s/ Frank V. Saracino Chief Financial Officer and Treasurer July 19, 2017
Frank V. Saracino
* Trustee July 19, 2017
Daniel J. Altobello
* Trustee July 19, 2017
Dianne P. Hurley
* Trustee July 19, 2017
Gregory A. Samay
*By: /s/ Daniel R. Gilbert July 19, 2017
Daniel R. Gilbert
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 19th day of July, 2017.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
NorthStar Real Estate Capital Income Master Fund
BY: /s/ Daniel R. Gilbert Name: Daniel R. Gilbert
Title: Chief Executive Officer and President
Signature Title Date
/s/ Daniel R. Gilbert Chairman of the Board of Trustees, Chief July 19, 2017
Daniel R. Gilbert Executive Officer and President
/s/ Brett S. Klein Trustee and Chief Operating Officer July 19, 2017
Brett S. Klein
/s/ Frank V. Saracino Chief Financial Officer and Treasurer July 19, 2017
Frank V. Saracino
* Trustee July 19, 2017
Daniel J. Altobello
* Trustee July 19, 2017
Dianne P. Hurley
* Trustee July 19, 2017
Gregory A. Samay
*By: /s/ Daniel R. Gilbert Daniel R. Gilbert
as attorney-in-fact pursuant to Power of Attorney
EXHIBIT INDEX
Ex-99(k)(4) Form of Expense Support and Conditional Reimbursement Agreement Ex-99(r)(2) Code of Ethics of the Distributor
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this day of , by and between NORTHSTAR REAL ESTATE CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and NSAM FV HOLDINGS, LLC, a Delaware limited liability company (“NSAM FV”).
WHEREAS, the Fund is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, CNI RECF Advisors, LLC (the “Advisor”) is the investment adviser to the Fund and NorthStar Real Estate Capital Income Master Fund, and is an affiliate of NSAM FV; and
WHEREAS, the Fund and NSAM FV have determined that it is appropriate and in the best interests of the Fund to ensure that no portion of distributions made to the Fund’s shareholders will be paid from offering proceeds or borrowings.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:
1. NSAM FV Expense Payments to the Fund.
(a) Commencing with the calendar quarter ended September, 2017 and on a quarterly basis thereafter (or more frequently as may be requested by the Fund), NSAM FV shall, reimburse the Fund for expenses and/or provide additional support payments in an amount equal to the difference between the Fund’s cumulative distributions to shareholders for which a record date has occurred less Available Operating Funds (defined below) received by the Fund on account of its investment portfolio for such distribution period. Any payments required to be made by NSAM FV pursuant to this Agreement shall be referred to herein as an “Expense Payment.” “Available Operating Funds” means the Fund’s net investment income minus any Reimbursement Payments (as defined below) payable to NSAM FV pursuant to Section 2(a).
(b) NSAM FV’s obligation to make an Expense Payment shall automatically become a liability of NSAM FV and the right to such Expense Payment shall be an asset of the Fund on each day that the Fund’s net asset value is calculated. The Expense Payment for any calendar quarter shall be paid by NSAM FV to the Fund in any combination of cash or other immediately available funds, and/or offset against amounts due from the Fund to NSAM FV or the Advisor, no later than the earlier of (i) the date on which the Fund closes its books for such calendar quarter and (ii) 45 days after the end of such calendar quarter.
2. Reimbursement of Expense Payments by the Fund.
(a) Following any calendar quarter in which Available Operating Funds in such calendar quarter exceed the cumulative distributions to the Fund’s shareholders for which a record date has occurred (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Fund shall pay, to the extent the Fund has cash avaible to pay, such Excess Operating Funds, or a portion thereof in accordance with Sections 1(a), 2(b) and 2(c), as
applicable, to NSAM FV until such time as all Expense Payments made by NSAM FV to the Fund within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Fund pursuant to this Section 2(a) shall be referred to herein as a “Reimbursement Payment.”
(b) Subject to Section 2(c), the amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such calendar quarter and (ii) the aggregate amount of all Expense Payments made by NSAM FV to the Fund within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Fund to NSAM FV.
(c) Notwithstanding anything to the contrary in this Agreement, no Reimbursement Payment for any calendar quarter shall be made if the annualized rate of regular distributions declared by the Fund at the time of such Reimbursement Payment is less than the annualized rate of regular cash distributions declared by the Fund at the time the Expense Payment was made to which such Reimbursement Payment relates.
(d) The Fund’s obligation to make a Reimbursement Payment shall automatically become a liability of the Fund and the right to such Reimbursement Payment shall be an asset of NSAM FV on each day that the Fund’s net asset value is calculated. The Reimbursement Payment for any calendar quarter shall be paid by the Fund to NSAM FV in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than 45 days after the end of such calendar quarter. Any Reimbursement Payments shall be deemed to have reimbursed NSAM FV for Expense Payments in chronological order beginning with the oldest Expense Payment eligible for reimbursement under this Section 2.
(e) All Reimbursement Payments hereunder shall be deemed to relate to the earliest unreimbursed Expense Payments made by NSAM FV to the Fund within three years prior to the last business day of the calendar quarter in which such Reimbursement Payment obligation is accrued.
3. Termination and Survival.
(a) This Agreement shall become effective as of the date of this Agreement.
(b) This Agreement may be terminated at any time, without the payment of any penalty, by the Fund or NSAM FV, with or without notice.
(c) This Agreement shall automatically terminate in the event of (i) the termination by the Fund of the Amended and Restated Investment Advisory Agreement, dated as of May 23, 2017 and effective as of February 23, 2017 (the “Advisory Agreement”), by and between the Fund and the Advisor, (ii) an assignment (as that term is defined under the 1940 Act) of the Advisory Agreement, or (iii) the board of trustees of the Fund makes a determination to dissolve or liquidate the Fund.
(d) Sections 3 and 4 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to the contrary, Section 2 of this Agreement shall survive
any termination of this Agreement with respect to any Expense Payments that have not been reimbursed by the Fund to NSAM FV.
4. Miscellaneous.
(a) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(b) This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of Delaware. For so long as the Fund is regulated as a closed-end management investment company registered under the 1940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act. In such case, to the extent the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the provisions of the 1940 Act, the latter shall control. Further, nothing in this Agreement shall be deemed to require the Fund to take any action contrary to the Fund’s Second Amended and Restated Declaration of Trust or Bylaws, as each may be amended or restated, or to relieve or deprive the board of trustees of the Fund of its responsibility for and control of the conduct of the affairs of the Fund.
(c) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
(d) The Fund shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of NSAM FV.
(e) This Agreement may be amended in writing by mutual consent of the parties. This Agreement may be executed by the parties on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.
[Signature Page to Multi Class Fund
Expense Support and Conditional Reimbursement Agreement]
(Back To Top)
Exhibit (r)(2)
ALPS Code of Ethics
Amended as of: July 1
st, 2017
NORTHSTAR REAL ESTATE CAPITAL INCOME FUND, a Delaware statutory trust
By:
Name: Title:
NSAM FV HOLDINGS, LLC, a Delaware limited liability company
By:
Name: Title:
Table of Contents
*Capitalized terms not otherwise defined shall have the meaning attributed in Appendix C attached hereto (i.e. Glossary of defined terms)
ALPS Code of Ethics
Introduction 3
Applicability 4
General Standards of Business Conduct 5
Conflicts of Interest 5
Protecting Confidential Information 5
Insider Trading 5
Limitation on Trading DST Stock 6
Excess Trading 6
Gifts and Entertainment 7
Improper Payments or Rebates 8
Service on a Board of Directors/Outside Business Activities 9
Political Contributions 9
Personal Securities Transactions – Restrictions & Reporting Requirements 10
Access Persons 10
Investment Persons 13
Sanctions 17
Compliance and Supervisory Procedures 18
Appendix A – Broker/Dealers with Electronic Feeds (updated June 30, 2016) 21
Appendix B – Sub-Advisers to ALPS Advisors, Inc. (Updated March 31, 2017) 22
Appendix C – Glossary of Defined Terms* 23
Introduction
This Code of Ethics (“Code”) has been adopted by ALPS Holdings, Inc. and applies to its subsidiaries (collectively referred to herein as “ALPS”). The Code is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”). By adopting and adhering to a code that meets the applicable requirements under the Advisers Act and 1940 Act, it is intended that ALPS employees who are deemed to be Access Persons and/or Investment Persons, will not also be subject to duplicative reporting requirements under various other codes for fund companies for which they may serve as an officer or are otherwise deemed to be an Access Person. However, all such persons should check with each company’s Compliance or Legal representatives to confirm their status.
ALPS and its employees are subject to certain laws, rules and regulations governing personal securities trading, conflicts of interest, treatment of client assets and information, generally prohibiting fraudulent, deceptive or manipulative conduct. The Code is designed to ensure compliance with these. The actual requirements of the Code may vary depending on the employee’s business role of respective subsidiary so care should be taken by each employee to understand how the Code applies to them.
Employees who are also registered with the Financial Industry Regulatory Authority (“FINRA”) as a Registered Representative may have additional requirements and/or restrictions in addition to those described herein. Those Registered Representatives should consult their Written Supervisory Procedures for additional requirements.
ALPS and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. The Code is designed to reinforce ALPS’ reputation for integrity by avoiding even the appearance of impropriety in the conduct of our business. This Code was developed to promote the highest standards of behavior and ensure compliance with applicable laws.
Employees are required to report any known violations of the Code to the Chief Compliance Officer of ALPS Fund Services, Inc. (“AFS CCO”). This includes violations that come to your attention that may have been inadvertent and/or violations that other employees may have committed. The AFS CCO (or a designee) will promptly investigate the matter and take action if needed. There will be no retribution against any employee for making such a report, and every effort will be made to protect the identity of the reporting employee. There may be additional provisions for reporting violations that are covered under applicable policies and employees should make themselves familiar with these policies or consult with AFS’ CCO.
Employees should be aware that they may be held personally liable for any improper or illegal acts committed during their course of employment, and that “ignorance of the law” is not a defense. All ALPS employees are expected to read the Code carefully and observe and adhere to its guidance at all times. Failure to comply with the provisions of the Code may result in serious sanctions including, but not limited to: disgorgement of profits, termination, personal criminal or civil liability and referral to law enforcement agencies or other regulatory agencies.
The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of ALPS in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, they are advised to consult with the AFS CCO. All questions arising in connection with personal securities trading should be resolved in favor of the Client, even at the expense of the interests of employees.
The AFS CCO will periodically report to senior management/board of directors of ALPS and the respective fund boards where ALPS serves in the capacity of investment adviser and/or distributor to document compliance or non-compliance with this Code. Each employee is responsible for knowing their responsibilities under the Code.
ALPS Code of Ethics
Applicability
ALPS Employees
This Code is applicable to all ALPS employees. This includes full-time, part-time, benefited and non-benefited, officers, directors, exempt and non-exempt personnel. Additionally, each new employee’s offer letter will include a copy of the Code of Ethics and a statement advising the individual that he/she will be subject to the Code of Ethics if he/she accepts the offer of employment. Employees with access to certain information (as described herein) may also be deemed to be “Access Persons” or “Investment Persons and be subject to additional restrictions, limitations, reporting requirements and other policies and procedures. All ALPS employees have an obligation to promptly notify the Administrator of the Code of Ethics if there is a change to their duties, responsibilities or title which affects their reporting status under the code. All ALPS employees have an obligation to promptly notify the Administrator of the Code of Ethics if there is a change to their duties, responsibilities, or title which affects their reporting status under the Code.
Family Members and Related Parties
The Code applies to the Accounts of each employee, his/her spouse or domestic partner, his/her minor children, his/her immediate family members residing in the same household as the employee (e.g. adult children or parents living at home), and any relative, person or entity for whom the employee directs the investments or securities trading.
Contractors and Consultants
ALPS contractor/consultant/temporary employee contracts may include the Code as an addendum, and each contractor/consultant/temporary employee may be required to sign an acknowledgement that he/she has read the Code and will abide by it. Certain sections might not be applicable.
ALPS Code of Ethics
General Standards of Business Conduct
All employees are subject to and expected to abide by the Code including, but not limited to, the General Standards of Business Conduct and all reporting requirements outlined herein.
Conflicts of Interest
A conflict of interest is a situation where our personal loyalties or interests may be at odds with those of ALPS, its subsidiaries, or its
clients or where our position at ALPS affords us improper personal benefits. When determining whether or not a conflict exists, make sure to consider not only your own activities, but also those of your family members and related parties.
Employees may not act on behalf of ALPS or its clients in any Securities Transaction or other transfer or receipt of property, services or benefits involving other persons or organizations where such employee may have any financial or a other interest without prior approval from the AFS CCO.
Protecting Confidential Information
Employees may receive information about ALPS, its Clients and other parties that, for various reasons, should be treated as confidential. Employees have an obligation to safeguard personal client or fellow employee personal information and material non-public information regarding ALPS and its Clients. Accordingly, employees may not disclose current portfolio holdings, Fund Transactions, or Securities Transactions proxy vote or corporate action made or contemplated, personal client or fellow employee personal information or any other non-public information to anyone outside of ALPS, without approval from the AFS CCO or the Ethics Committee. All employees are expected to strictly comply with measures necessary to preserve the confidentiality of the information. Refer to applicable ALPS and DST policies for additional information.
Insider Trading
The misuse of Material Nonpublic Information, or inside information, constitutes fraud under the securities laws of the United States and many other countries. Anyone aware of Material Nonpublic Information (or inside information) may not trade in, recommend, or in some cases refrain from selling those securities whether directly, through a third party, for a personal account, ALPS or the account of any ALPS’ Client.
No employee may cause ALPS or a Client to take action, or to fail to take action, for personal benefit, rather than to benefit ALPS or such Client. For example, a person would violate this Code by causing a Client to purchase securities owned by the Access Person for the purpose of supporting or increasing the price of that security or by causing a Client to refrain from selling securities in an attempt to protect a personal investment, such as an option on that security.
As a general rule, we should consider all information we learn about our clients, proprietary products, DST, or other companies in the course of our employment to be material nonpublic information unless it has been fully disclosed to the public.
In addition, employees must not engage in tipping. Tipping occurs when one individual (the tipper) passes Material Nonpublic information to another (the tippee) under circumstances that suggest the tipper was trying to help the tippee make a profit or avoid a loss in exchange for some benefit to the tipper. The benefit does not have to be pecuniary and could result from a family or personal relationship. In this situation, both the tipper and the tippee may be liable, and this liability may extend to everyone to whom the tippee discloses the information.
ALPS Code of Ethics
Employees may not engage in “front running,” that is, the purchase or sale of securities for their own accounts on the basis of their knowledge of a Fund’s Transactions or planned Transactions.
Trading activity will be monitored by the Administrator of the Code of Ethics for Access and Investment persons as described.
Limitation on Trading DST Stock
In addition to Insider Trading restrictions, some DST stock transactions are prohibited altogether as described below.
DST Stock Transactions that are prohibited by this Policy
Short sales
Employees may never engage in a short sale of DST’s securities. A short sale is a sale of securities the seller does not own or, if owned, is not delivered against the sale within 20 days (a short sale against the box). Short sales of DST’s securities show the seller’s expectation that the securities will decline in value. Therefore, these sales signal to the market that the seller has no confidence in DST or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve DST’s performance. For these reasons, short sales of DST securities are not permitted.
Option trades
Employees may not take part in certain option trades that are more profitable as DST stock declines in value. Employees may not: • Purchase a put option on DST securities
• Write a call option on DST securities
Hedging transactions
Employees must not enter into hedging transactions, as these transactions may permit the employee to continue to own DST securities without the full risks and rewards of ownership. When that occurs, the employee may no longer have the same objectives as other DST stockholders. For that reason, employees must not enter into prepaid variable forward contracts, equity swaps, collars and exchange funds or other similar hedging or monetization transactions involving DST stock.
Margin accounts and pledges
Holding or pledging DST securities as collateral in margin accounts are not permitted.
Blackout Period
Certain employees may be restricted from buying or selling shares of DST during specified blackout periods or required to pre-clear transactions of DST shares. If either or both restrictions apply, employees will be contacted directly by DST regarding the restrictions and when blackout periods occur.
Excess Trading
While active personal trading may not in and of itself raise issues under applicable laws and regulations, we believe that a very high volume of personal trading can be time consuming and can increase the possibility of actual or apparent conflicts with portfolio transactions. Accordingly, an unusually high level of personal trading activity (as determined by ALPS based on the facts and circumstances) is strongly discouraged. A pattern of excessive trading may lead to the taking of appropriate corrective or restrictive action under the Code.
ALPS Code of Ethics
Gifts and Entertainment
Gifts or Entertainment may create an actual or apparent conflict of interest, which could affect (or appear to affect) the recipients’ independent business judgment. Therefore, ALPS has established reasonable limits and procedures relating to the giving and receiving of Gifts and Entertainment.
All employees are required to follow the standards below regarding the acceptance or giving of gifts and entertainment with respect to all Business Partners. Every circumstance where gifts or entertainment may be given or received may not be listed below however, ALPS employees are expected to avoid any gifts or entertainment that:
A Gift is anything of value that is given with the intent to foster a legitimate business relationship. Gifts can include merchandise such as wine, gift baskets, or tickets if the giver does not attend.
Entertainment is a meeting, meal or other activity where both you and the business partner are present and have the opportunity to
discuss business or any participant’s employer bears the cost. It does not include events that have been organized by ALPS directly, such as receptions following an industry gathering or multi-client entertainment. If the Business Partner will not be present for the event it will be considered a gift.
A Business Partner, for the purpose of this Code, includes all current Clients and vendors with which ALPS Holdings conducts
business, any potential clients or vendors with whom ALPS could engage in business with, any registered broker/dealers, and any firms under contract to do business with ALPS Holdings or our subsidiaries.
The Value of any Gifts or Entertainment given or received must be the greater of cost or market value. If the cost or market value is
not easily determined an employee can estimate the approximate value or request further guidance from the CCO or designee .
All Disclosures of applicable gifts or entertainment must be disclosed via the Gifts Request Form found on SchwabCT.com. Unless
otherwise indicated, this should be done on a quarterly basis along with regular quarterly Code requirements. Some Gifts or Entertainment may require prior approval
All Approvals, unless otherwise indicated, must come from the appropriate CCO or designee. Due to the nature of gift-giving and the
impromptu nature of some Entertainment, approval for ALPS employees accepting such items may often be after the fact. However, to the extent feasible, any required approvals should be obtained before accepting Gifts or Entertainment. If a gift request is not approved and returning or rejecting the item would negatively affect the business relationship the gift should be turned over to the appropriate CCO. The gift will then be donated to a charity of the Ethics Committee’s choosing.
ALPS Code of Ethics
· Could create an apparent or actual conflict,
· Is excessive or would reflect unfavorably on ALPS or its Clients, or · Would be inappropriate or disreputable nature.
Gifts to be Given/Received by ALPS Employees Approval/Disclosure Required
Cash or Cash Equivalent Prohibited from giving or receiving
Gifts received from the same Business Partner which would
aggregate less than $100/twelve months Quarterly disclosure required, no approval required Gifts received from the same Business Partner which would
aggregate equal/more than $100/twelve months
Approval required, Quarterly disclosure required, strictly prohibited for FINRA registered reps
Promotional gifts such as those that bear a logo valued less
than $50 Quarterly disclosure not required, approval not required
Improper Payments or Rebates
Associates must not offer or receive gratuities, bribes, kickbacks, or improper rebates from public officials, officials of foreign governments, competitors or suppliers.
Pursuant to the Foreign Corruption Practices Act (“FCPA”), employees are prohibited from making or offering to make any payment to or for the benefit of any Foreign Official if the purpose of such payment is to improperly influence or induce that Foreign Official to obtain or retain business for the company (a so-called bribe or kickback). All payments, whether large or small, are prohibited if they are, in essence, bribes or kickbacks, including:
If an employee is unsure about whether he/she are being asked to make an improper payment, he/she should not make the payment. Employees must promptly report to the AFS CCO any request made by a Foreign Official for a payment that would be prohibited under the guidelines set above and any other actions taken to induce such a payment. If you have any questions or need any guidance, please contact the AFS CCO.
ALPS Code of Ethics
Gifts given to or received by a wide group of recipients (e.g.
gift basket to a department) that are reasonable in nature Quarterly disclosure not required, approval not required Gifts given on behalf of ALPS Holdings or its subsidiaries
(from an ALPS budget)
Indication of who received the gift must be included via regular expense reports, gifts must be reasonable in nature
Gifts of any value given or received by Investment Persons (as defined in Glossary) to or from a broker/dealer
Must be pre-cleared with their immediate supervisor and the AAI CCO (or designee)
Entertainment provided by and for ALPS employees Approval/Disclosure Required
Entertainment provided on behalf of ALPS or its subsidiaries (from an ALPS budget) valued at $250 or less per person
per event
Indication of who was present must be included via expense reports
Entertainment provided to an ALPS employee at $250 or less per person per event
Quarterly disclosure required (excluding entertainment of de minimis value - below approx. $50), no approval required
Entertainment provided on behalf of ALPS or its subsidiaries (from an ALPS budget) valued at equal/more than $250
per person per event
Typically not allowed, Approval required, Indication of who was present must be included via expense reports
Entertainment provided to an ALPS employee at
equal/more than $250 per person per event Typically not allowed, Approval required, Quarterly disclosure required
Attendance and participation at industry sponsored events No approval required, no disclosure required Entertainment of any value given or received by Investment
Persons (as defined on page 5) to or from a broker/dealer
Service on a Board of Directors/Outside Business Activities
All employees are required to comply with the following provisions:
When completing the quarterly Code requirements, employees may be asked to disclose all outside affiliations. Any director/trustee positions with public companies or companies with the potential to become public are prohibited without prior written approval of the AFS CCO or designee.
Political Contributions
All political activities of employees must be kept separate from employment and expenses may not be charged to ALPS. Employees may not use ALPS facilities for political campaign purposes.
All employees who are deemed Covered Associates are required to comply with the provisions under Rule 206(4)-5 of the Advisers Act as well as the Political Contributions Policy within AAI’s Compliance Program. Spouses and household family members of each Covered Associate are also subject to the provisions under Rule 206(4)-5 and this Political Contribution Policy, including pre-approval and reporting requirements.
Covered Associates are prohibited from making political contributions on behalf of AAI or individually in their capacity as a covered associate unless their contribution is within the de minimis exception. The de minimis exception permits contributions according to the following guidelines:
Covered Associates will be required to obtain a pre-approval for all political contributions, including but not limited to those noted above.
On a quarterly basis, the AAI CCO, or designee, will request a reporting of political contributions during the previous quarter by all Covered Associates. The reporting should include contributions by spouses, household family members and all contributions by other parties (lawyers, affiliated companies, acquaintances, etc.) directed by the Covered Associate. The report should include the individual or election committee receiving the contribution, the office for which the individual is running, the current elected office held, if any, the dollar amount of the contribution or value of the donated item and whether or not the Covered Associate is eligible to vote for the candidate. The Covered Associate report must be completed within 30 days of each quarter end so that if an inadvertent political contribution (of $350.00 or less) has been made to an official for whom the Covered Associate is not entitled to vote, the contributor may be required to request the return of the contribution in order to avoid the two year compensation ban against AAI.
ALPS Code of Ethics
···· Employees are to avoid any business activity, outside employment or professional service that competes with ALPS or conflicts with the interests of ALPS or its Clients.
· An employee is required to obtain the approval from the AFS CCO, or designee, prior to becoming an employee, director, officer, partner, sole proprietor of a “for profit” organization, or otherwise compensated by an entity outside of ALPS. The request for approval should disclose the name of the organization, the nature of the business, whether any conflicts of interest could reasonably result from the association, whether fees, income or other compensation will be earned and whether there are any relationships between the organization and ALPS.
· Employees may not accept any personal fiduciary appointments such as administrator, executor or trustee other than those arising from family or other close personal relationships.
· Employees may not use ALPS resources, including computers, software, proprietary information, letterhead and other property in connection with any employment or other activity outside ALPS.
· Employees must disclose a conflict of interest or the appearance of a conflict with ALPS or Clients and discuss how to control the risk.
· Up to $350 per candidate per election cycle, to incumbents or candidates for whom they are eligible to vote · Up to $150 per candidate per election cycle, to other incumbents or candidates
Personal Securities Transactions – Restrictions & Reporting Requirements
Access Persons
Trading Restrictions
Initial Public Offering (“IPO”) - Access Persons are prohibited from acquiring securities through an allocation by the underwriter
of an initial public offering (“IPO”). Exceptions may be made with prior written disclosure to and written approval from the AFS CCO, whereby an Access Person could acquire shares in an IPO of his/her employer.
Limited or Private Offerings - AccessPersons are prohibited from purchasing securities in a private offering unless the purchase is
approved in writing by the AFS CCO. Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, and investments in family owned businesses. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.
Investment Clubs - Access Persons are prohibited from participating in investment clubs unless such membership is approved in
writing by the AFS CCO. An investment club is any group of people who pool their money to make joint or group investments.
Short-Term Trading - Access Persons are prohibited from the purchase and sale or sale and purchase of the same Proprietary
Products within a sixty (60) calendar day holding period (ALPS is the investment Adviser).
Account Restrictions
Managed Accounts – Access Persons are restricted from establishing an external managed account (also referred to as a
discretionary account) with any adviser that conducts business with ALPS Advisors, Inc. See Appendix B for a list of advisers that work with AAI.
Reporting Requirements
Access Persons are subject to the following Initial, Quarterly and Annual Reporting requirements unless specifically exempted by Rule 204A-1 or 17j-1. Access persons are required to disclose any account in which securities transactions can be effected and in which the Access person has a beneficial interest (as further defined on page 6).
All Covered Securities are subject to the reporting requirements of the Code. Covered Securities will include all Securities as well
as all Proprietary Products, any equivalents in local non-US jurisdictions, single stock futures, and both the U.S. Securities and Exchange Commission ("SEC"), and Commodity Futures Trading Commission (“CFTC”) regulated futures. For purposes of the Code,
Securities shall have the meaning set forth in Section 2(a) (36) of the 1940 Act. This definition of Security includes, but is not limited
to:
ALPS Code of Ethics
· Any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificates of interest or participation in any profit-sharing agreement,
· Any put, call, straddle, option or privilege on any Security or on any group or index of Securities,
· Any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency,
· Any traded vehicle (including, but not limited to, closed-end mutual funds, traded notes and exchange-traded funds),
The following securities are exempt from the reporting requirements:
Within ten (10) calendar days of being designated as, or determined to be, an Access Person (which may be upon hire), each such person must provide a statement of all Covered Securities holdings and financial accounts. More specifically, each such person must provide the following information:
All new employees and any new account(s) opened by existing employees after April 1, 2015 shall be limited to the financial institutions listed in Appendix A – Broker/Dealers with Electronic Feeds of the Code.
If an account is held with a financial institution that does not supply electronic feeds to ALPS, new employees who are deemed an Access Person will have 30 calendar days to close or transfer the existing account and are asked to only open an account with a firm listed in Appendix A of the Code.
Existing employees hired prior to April 1, 2015, who are deemed an Access Person, with existing accounts can maintain those accounts and continue satisfying their quarterly reporting requirements in the system as they have in the past. However, existing employees will only be allowed to open any new accounts with financial institutions listed in Appendix A of the Code.
Each Access Person is required to submit quarterly his/her Quarterly Securities Report within thirty (30) calendar days of each calendar quarter end. If no transactions were executed or if transactions were exempt from reporting, this should be noted on the quarterly report.
Specific information to be provided includes:
ALPS Code of Ethics
· Any commodity contracts as defined in Section 2(a) (1) (A) of the Commodity Exchange Act. Including but not limited to futures contracts on equity indices,
· Any derivative of a Security shall also be considered a Security.
· Transactions made in an account where the employee, pursuant to a valid legal instrument, has given full investment discretion to an unaffiliated/unrelated third party
· Direct Obligations of any government of the United States;
· Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
· Investments in dividend reinvestment plans; · Variable and fixed insurance products;
· Non Proprietary Product open-end mutual funds;
· Qualified tuition programs pursuant to Section 529 of the Internal Revenue Code; and · Accounts that are strictly limited to any of the above transactions.
a. Initial Holdings Reports for Access Persons
· The title, number of shares and principal amount of each Covered Security in which the employee had any direct or indirect Beneficial Ownership when the person became an employee;
· The name of any financial institution with whom the employee maintained an account in which any securities were held for the direct or indirect benefit of the employee as of the date the person became an employee; and
· The date the report is submitted by the employee.
b. Duplicate Statements/Electronic Feeds
c. Quarterly Transaction Reports
1. With respect to any Securities Transaction* during the quarter in a Covered Security in which any employee had any direct or indirect beneficial ownership:
*Transactions effected pursuant to an Automatic Investment Plan need not be reported in the Quarterly Securities Report but holdings in Covered Securities are subject to the annual holdings reporting requirement discussed below.
2. With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:
Each Access Person is required to submit annually (i.e., once each and every calendar year) a list of applicable holdings, which is current as of a date no more than forty five (45) calendar days before the report is submitted. In addition, each employee is required to certify annually that he/she has reviewed and understands the provisions of the Code.
Specific information to be provided includes:
ALPS Code of Ethics
· The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security involved;
· The nature of the transaction, (i.e., purchase, sale, or other type of acquisition or disposition); · The price of the Security at which the transaction was effected;
· The name of the financial institution with or through which transaction was effected; and · The date that the report is submitted by the employee.
· The name of the financial institution with whom the employee established the account; · The date the account was established; and
· The date the report is submitted by the employee.
d. Annual Holdings Reports
· The title, number of shares and principal amount of each Covered Security in which the employee had any direct or indirect beneficial ownership;
· The name of any financial institution with whom the employee maintains an account in which any securities are held for the direct or indirect benefit of the employee; and
· The date that the report is submitted by the employee.
Initial Public Offering (“IPO”) - Investment Persons are prohibited from acquiring securities through an allocation by the
underwriter of an initial public offering (“IPO”). Exceptions may be made with prior written disclosure to and written approval from the AFS CCO, whereby an Investment Person could acquire shares in an IPO of his/her employer.
Limited or Private Offerings - Investment Persons are prohibited from purchasing securities in a private offering unless the
purchase is approved in writing by the AFS CCO. Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, and investments in family owned businesses. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.
Investment Clubs - Investment Persons are prohibited from participating in investment clubs unless such membership is approved in
writing by the AFS CCO. An investment club is any group of people who pool their money to make joint or group investments.
Options - Investment Persons are not prohibited from buying or selling options on Covered Securities, however all other trading
restrictions such as limitations on short-term and excess trading and pre-clearance apply to Investment Persons buying, selling or exercising options.
Short-Term Trading - Investment Persons are prohibited from the purchase and sale or sale and purchase of the same Covered
Securities within thirty (30) calendar days. In addition, all Proprietary Products are subject to a sixty (60) calendar day holding period (ALPS is the investment Adviser).
Blackout Period– Blackout periods may be determined and established by the AFS CCO. Any such periods will be communicated
to all affected persons as necessary.
Shorting of Securities - Investment Persons are not prohibited from the practice of short selling securities, however all other trading
restrictions such as limitations on short-term and excess trading and pre-clearance apply to Investment Persons shorting of securities.
Restricted List - Investment Persons of Red Rocks Capital, LLC (“Red Rocks”) may not purchase or sell any security that Red
Rocks holds or is being considered for purchase or sale by the Red Rocks Research Department for any account in which he/she has
any beneficial interest. The list of Restricted Securities (the “Restricted List”) includes the Red Rocks Listed Private EquitySM Universe of securities and their subsidiaries.
Account Restrictions
Managed Accounts – Investment Persons are restricted from establishing an external managed account (also referred to as a
discretionary account) with any adviser that conducts business with ALPS Advisors, Inc. See Appendix B for a list of advisers that work with AAI. See Appendix B for a list of advisers that work with AAI.
Pre-Clearance
Unless the investment transaction is exempted from clearance requirements all Investment Persons must request and receive pre-clearance prior to engaging in the purchase or sale of a Covered Security.
ALPS Code of Ethics
Pre-clearance approval is only good until midnight local time of the day after approval is obtained. “Good-till-Cancelled” orders are not permitted. “Limit” orders must receive pre-clearance every day the order is open.
As there could be many reasons for clearance being granted or denied, Investment Persons should not infer from the pre-clearance response anything regarding the security for which pre-pre-clearance was requested.
Exempted Securities/Transactions
Pre-clearance by Investment Persons is not required for the following transactions:
De Minimis Exception
A De Minimis transaction is a personal trade that meets the following conditions: (a) less than $25,000; and (b) is made with no
knowledge that a Client Fund have purchased or sold the Covered Security, or the Client Fund or its investment adviser considered purchasing or selling the Covered Security. Notwithstanding the foregoing, transactions that fall under the de minimis exception should not be so frequent and repetitive in nature that in totality the transactions appear to be improperly avoiding the intent of the de minimis exception. The AAI CCO may require an Investment Person to pre-clear transactions regardless of if the transaction falls under the de minimis exception should the AAI CCO deem reasonable and appropriate.Further,transactions effected pursuant to the de minimis exception remain subject to reporting requirements of the Code.
Serving on a Board of Directors
Investment Personnel may not serve on the board of directors of a publicly traded company without prior written authorization from the Ethics Committee. No such service shall be approved without a finding by the Ethics Committee that the board service would be consistent with the interests of Clients. If board service is authorized by the Ethics Committee, in some instances, it may be required that the Investment Personnel serving as a Director may be isolated from making investment decisions with respect to the company involved through the use of “Chinese Walls” or other procedures.
Reporting Requirements
Investment Persons are subject to the following Initial, Quarterly and Annual Reporting requirements unless specifically exempted by Rule 204A-1 or 17j-1. Investment persons are required to disclose any account in which securities transactions can be effected and in which the Access person has a beneficial interest (as further defined on page 5).
ALPS Code of Ethics
· Transactions that meet the de minimis exception (defined below);
· Transactions made in an account where the employee, pursuant to a valid legal instrument, has given full investment discretion to an unaffiliated/unrelated third party;
· Purchases or sales of direct obligations of the government of the United States or other sovereign government or supra-national agency, high quality short-term debt instruments, bankers acceptances, certificates of deposit (“CDs”), commercial paper, repurchase agreements;
· Automatic investments in programs where the investment decisions are non-discretionary after the initial selections by the account owner (although the initial selection requires pre-clearance);
· Investments in dividend reinvestment plans; · Exercised rights, warrants or tender offers; · General obligation municipal bonds;
· Transactions in Employee Stock Ownership Programs (“ESOPs”); · Securities received via a gift or inheritance; and
· Non-Proprietary Product open-end mutual funds.
